This act became effective on 1 may 2011 and should be read with the companies amendment act, no 3 of 2011, and the companies regulations, 2011. National credit act 34 of 2005 south african government. Effect of conversion on legal status schedule 3 amendment of laws a. No new close corporations may be formed once that act comes into operation during 2010. Companies act, no 71 of 2008 the companies act, no 71 of 2008, consolidates and amends the law that relates to companies. The companies and intellectual property commission cipc the commission is a juristic person, and mandated by the companies act, 2008act 71 of 2008. Promote the development of companies within all sectors of the economy, and encourage active participation in economic organization, management and. Radical free marketers and anarchists aside, no one disputes this. Recently many changes in the laws for south african companies have occurred. This law was of crucial importance to the economy and would. Understanding the new companies act pwc south africa. This is particularly so with wholly owned or subsidiary companies. Amendment of the companies act regulation, 2011 5 february 2014. Recently, video and podcast material has been added to the site, including indepth video interviews with some of south africa s leading opinion makers.
Reference to the act shall, if the act is replaced by any other statute, be construed as a reference to the statute or statutes from time to time in force relating to companies. The new companies act of 2008 what about close corporations. Companies and intellectual properties commission cipc administering the companies act, 71 of 2008. This note has been prepared on the basis of the new companies act, as amended by the latest version of the companies amendment bill and as read with the final companies regulations. The companies act 61 of 1973 the previous act was repealed on 1 may 2011. After much anticipation, the 1 may 2011 saw the companies act 71 of 2008 come into operation. Companies act 2008 summary of transitional arrangement. Arrangement of sections chapter 1 interpretation, purpose and application part a. Companies act 2008 south africa pty company registration.
Right to incorporate company or transfer registration of foreign company. The companies act 71 of 2008 the act was signed into law on 8 april 2011 and its commencement date was 1 may 2011. Amendment of the companies act regulation, 2011 20 august 20companies act no 71 of 2008 maatskappywet no 71 van 2008 companies amendment act, no 3 of 2011 companies regulations, 2011 pages 1 107 companies regulations, 2011 pages 108 212 companies regulations, 2011 pages 2 320. Preexisting companies on 1 may 2011 every preexisting company, that was formed in terms of the. The new modus operandi of a company has to comply with the companies act 712008, the companies. Bill to provide for the incorporation, registration, organisation and management of companies, the capitalisation of pro. As such, it is intended to provide the reader or hisher entity with general information of interest. In this memorandum of incorporation unless the context otherwise requires. Republic of south africa companies act, 1973 the act articles of association of a company without a share capital article 601. This is not at all what the companies act 71 of 2008 the act envisaged when the duties, responsibilities and liabilities of directors were legislated. Continue to provide for the creation and use of companies, in a manner that enhances the economic welfare of south africa as a partner within the global economy.
Section 811e of the act provides that a court may order a solvent company to be wound up. How does the new companies act impact small and medium. Choosing a business entity business basics businesses registered with cipc cooperatives regulated by the cooperatives act of 2005 formal registration is required with cipc for all types of cooperatives. Guidelines for corporate law reform may 2004, a policy document developed by the department of trade and industry the dti. It is meant to provide a temporary measure to rehabilitate financially distressed. Polity offers free access to south african legislation, policy documents and daily political news.
The saica guide to the companies act 71 of 2008 has been released. This entry also covers rules by which partnerships and trusts are governed in south africa, together with albeit in less detail cooperatives and sole proprietorships. Republic of south africa companies act, 2008 memorandum of incorporation name of company. The companies act 71 of 2008 new companies act will commence on 1 may 2011.
With acts you are guaranteed the latest and most up to date resource for your legislative needs. Business rescue proceedings a litigation feast business rescue is a novel concept under south african law. From the guidelines to the companies act 2008 ti an overview of company law reform in south africa. Pdf the south african companies act and the realisation of. Acts online provides legislation, including amendments and regulations, in an intuitive, online format. Existing close corporations can elect to continue to exist until deregistered, dissolved or converted into a private company governed under the new companies act.
The new companies act is now operative schoemanlaw inc. Da 2010 db openuct dp university of cape town j1 acta juridica lk pb university of cape town py 2010 sm 006546 t1 an overview of company law reform in south africa. The new companies act master builders kwazulunatal. Republic of south africa companies act, 1973 the act. Transfer of powers and duties of the state president act, no. A company is a business organisation which earns income by the production or sale of goods or services.
Recently, south africa has undergone a major process of law reform, culminating in the companies act no. It was brought into our statute books by the companies act, no. The act expressly provides that records must be kept in written form, or. Registration and incorporation of companies in south west africa proclamation. One of the effects of the new companies act of 2008 is the phasing out of close corporations. How to set up a company in south africa business entities. Companies act no 71 of 2008 western cape government. This guide includes information on matters that are practical and relevant to saica members and other individuals in business who engage with company law.
The republic of angola is situated in southern africa and is bordered by the atlantic ocean, namibia, zambia and the democratic republic of the congo. The next two years made provision for preexisting companies to amend their memorandum of incorporation, free of charge, to bring their constitutional documents in harmony with the new act. The most important statutory remedy available to minority shareholders in this regard is the socalled oppression section of the companies act, which was section 252 in the companies act of 1973, and is now section 163 of the new companies act of 2008 which empowers the court to grant relief where there has been conduct that is unfair or. The companies act of 2008 relays the appropriate types of business structures in south africa pertaining to companies. For guidance, the developers looked to south african company law for the 21st. This page is continuously updated to ensure that you can stay up date on the companies law of south africa. In november 2010 the new companies act came into effect. Companies act, 71 of 2008 series dommisse attorneys inc. President zuma signed into law the companies amendment act, 2011 and approved the proclamation and presidents minute that put into legal force the companies act 2008 on 1 may 2011. Notes on the guide to companies act no 71 of 2008 this guide is intended as an easy reference, pocketsized guide for directors, shareholders, company officers and any other stakeholder who has an interest in corporate law reform.
South african company law is that body of rules which regulates corporations formed under the companies act. Whether you are seeking a business visa, or an endorsement to a visa you will have to select the right business structure. The commission as per section 186 and 187 of the act have various functions to accomplish, and further help foster a business environment that is competent and efficient and also to. Limitation of period to incorporate close corporations or convert companies 3.
Interestingly enough, it has enjoyed less attention than its cousin the consumer protection act, which became operational on 1 april 2011. Companies incorporated in south africa must have a. Sahpra south african health products regulatory authority. Public policy and the south african law of contract 301 judgments. For guidance, the developers looked to south african company law for the 21st century. What does the companies act 2008 meant for executive and nonexecutive directors. Pdf the companies act 71 of 2008 the companies act was promulgated in april 2009 and came into effect on 1 april. Schedule 5 of the act sets out the transitional arrangements, which are summarised as follows.
What you need to know about the companies act of 2008. I have not come across a more appropriate legal firm for startups in south africa and they have really built up a broad range of knowledge in. Companies act regulations 2008 acts download sapoa. Act to amend the companies act, 2008, so as to effect certain legaltechnical and. The act was signed by the president on 8 april 2009, but implementation was deferred to accommodate necessary amendments. How to set up a company in south africa business entities and registration procedures the most common business entities in south africa are. This act makes significant changes to south african law, including the capital rules. Breakers share block proprietary limited registration no of company 198500148007 the company this memorandum of incorporation was adopted in accordance with a proposal by the board and adopted by a special resolution taken by the voting members. Rsm south africa is a member of the rsm network and trades as rsm. Constitution means the constitution of the republic of south africa, 1996. Companies act 71 of 2008 english text signed by the president assented to. We are the leading resource for freely available legislation in south africa and are used daily by thousands of professionals and industry leaders.